SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 1997 Commission file number: 0-22220 Name of Small Business Issuer: TRI-COUNTY BANCORP, INC. State of Incorporation or Organization: WYOMING I.R.S. Employer Identification No.: 83-0304855 Address of Offices: 2201 MAIN STREET, TORRINGTON, WY 82240 Issuer's Telephone Number, Including Area Code: (307) 532-2111 Check whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares outstanding of each of the issuer's classes of common stock as of May 12, 1997. Class: $.10 par value common stock Outstanding: 608,749 shares Transitional Small Business Disclosure Format (check one): Yes No X TRI-COUNTY BANCORP, INC. AND SUBSIDIARIES INDEX PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated statements of Financial Condition as of March 31, 1997 (unaudited) and December 31, 1996 3 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 1997 and 1996 (unaudited) 4 Condensed Consolidated Statements of Stockholder's Equity for the Three Months Ended March 31, 1997 (unaudited) 5 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 1997 and 1996 (unaudited) 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis or Plan of Operation 9 PART II OTHER INFORMATION Item 1. Legal Proceedings 15 Item 2. Changes in Securities 15 Item 3. Default Upon Senior Securities 15 Item 4. Submissions of Matters to a Vote of Security Holders 15 Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16 PART I - FINANCIAL INFORMATION Item 1 - Financial Statements TRI-COUNTY BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION Mar 31, 1997 Dec 31, 1996 (unaudited) ------------ ------------ ASSETS Cash $ 885,532 $ 537,194 Interest earning deposits at other financial institutions 1,376,232 1,751,397 Securities available-for-sale 36,821,777 36,393,415 Securities held-to-maturity, market value of $10,049,701 (1997) and $10,589,409 (1996) 9,844,839 10,319,706 Loans receivable, net 35,240,322 35,266,702 Loans held for resale 185,223 90,000 Office property and equipment, net 908,670 921,681 Prepaid expenses and other assets 712,144 609,923 ----------- ----------- Total Assets $85,974,739 $85,890,018 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Demand deposits $ 401,836 $ 367,480 Savings and NOW deposits 12,853,504 12,199,233 Other time deposits 35,655,088 35,966,345 ----------- ----------- Total Deposits 48,910,428 48,533,058 Advances from Federal Home Loan Bank 23,098,617 23,460,492 Advances by borrowers for taxes and insurance 153,585 105,811 Accounts payable and accrued expenses 328,432 234,653 Deferred income taxes 316,582 410,440 ----------- ----------- Total Liabilities 72,807,644 72,744,454 ----------- ----------- Stockholders' Equity Preferred stock, $.10 par value, 5,000,000 shares authorized, none issued 0 0 Common stock, 10,000,000 shares of $.10 par value authorized, 608,749 (1997) and 608,749 (1996) shares issued and outstanding 74,750 74,750 Additional paid in capital 7,041,864 7,029,604 Retained earnings - substantially restricted 8,491,256 8,353,630 Unearned compensation relating to Management Stock Bonus Plan and ESOP (485,887) (506,725) Unrealized gain/(loss) on securities available-for-sale, net of tax 90,426 239,619 Treasury stock, 138,751 (1997) and 138,751 (1996) shares, at cost (2,045,314) (2,045,314) ----------- ----------- Total Stockholders' Equity 13,167,095 13,145,564 ----------- ----------- Total Liabilities and Stockholders' Equity $85,974,739 $85,890,018 =========== =========== -3- TRI-COUNTY BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 1997 1996 ---------- ---------- Interest Income Loans $ 738,497 $ 578,020 Securities available-for-sale 585,425 382,409 Securities held-to-maturity 190,584 281,195 Other interest earning assets 11,975 9,945 ---------- ---------- Total Interest Income 1,526,481 1,251,569 ---------- ---------- Interest Expense Deposits 546,818 528,608 Advances and other borrowings 316,022 141,788 ---------- ---------- Total Interest Expense 862,840 670,396 ---------- ---------- Net Interest Income 663,641 581,173 Provision for credit losses 0 0 ---------- ---------- Net Interest Income After Provision for Credit Losses 663,641 581,173 ---------- ---------- Non-interest Income Gain on sale of loans 9,951 7,080 Gain (loss) on sale of available-for-sale investments 0 (1,593) Service charges on deposits 28,180 24,061 Other, net 4,461 6,097 Total Non-interest Income 42,592 35,645 ---------- ---------- Non-interest expense Compensation and benefits 189,600 180,189 Occupancy and equipment 75,792 72,749 Federal deposit insurance premium 7,351 25,690 Other, net 89,300 101,298 ---------- ---------- Total Non-interest Expense 362,043 379,926 ---------- ---------- Earnings Before Income Taxes 344,190 236,892 Income taxes 115,252 79,100 ---------- ---------- Net Earnings $ 228,938 $ 157,792 ========== ========== Earnings Per Common Share - Primary $ 0.38 $ 0.25 Cash Dividends Per Common Share $ 0.15 $ 0.27 -4- TRI-COUNTY BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY For the Three Months Ended March 31, 1997 (unaudited) Unrealized Employee Gain on Additional Stock MSPB Securities Common Paid-in Retained Ownership Unearned Available-for- Treasury Stock Capital Earnings Plan Compensation sale Stock Total - ----------------------------------------------------------------------------------------------------------------------------- BALANCE - December 31, 1996 $74,750 $7,029,604 $8,353,630 $(403,650) $(103,075) $239,619 $(2,045,314) $13,145,564 Net earnings -- -- 228,938 -- -- -- -- 228,938 Repayment of ESOP debt -- -- -- 6,113 -- -- -- 6,113 Allocation of ESOP shares -- 12,260 -- -- -- -- -- 12,260 Amortization of deferred compensation -- -- -- -- 14,725 -- -- 14,725 Change in unrealized gain on securities available- for-sale, net of tax -- -- -- -- -- (149,193) -- (149,193) Dividends paid -- -- (91,312) -- -- -- -- (91,312) Treasury stock purchased -- -- -- -- -- -- -- -- ------- ---------- ---------- --------- -------- ------- ----------- ----------- BALANCE - March 31, 1997 $74,750 $7,041,864 $8,491,256 $(397,537) $(88,350) $90,426 $(2,045,314) $13,167,095 ======= ========== ========== ========= ======== ======= =========== =========== -5- TRI-COUNTY BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 1997 1996 ---------- ---------- Net Cash Provided by Operations $ 167,942 $ 184,224 ---------- ---------- Investing Activities Principal payments received on held-to-maturity securities 476,736 4,481,000 Purchase of held-to-maturity securities - - Purchase of available-for-sale securities (1,001,900) (10,155,917) Sale of available-for-sale securities - 200,000 Principal payments received on held-to-maturity securities 356,638 171,130 Net decrease (increase) in loans 302,462 (1,503,665) Purchase of loans (310,449) (1,256,232) Proceeds from sale of real estate owned 18,025 77,191 Investment in property and equipment and real estate owned (14,353) (5,126) ---------- ---------- Net Cash Provided (Used) By Investing Activities (172,841) (7,991,619) ---------- ---------- Financing Activities Net increase (decrease) in deposits 377,368 1,278,815 Net increase (decrease) in advances from borrowers for taxes and insurance 47,774 53,905 FHLB borrowings 11,750,000 6,800,000 Repayment of FHLB advance (12,111,874) - Payments received from ESOP 6,114 7,475 Treasury stock purchased - (181,312) Cash dividends paid (91,312) (160,197) ---------- ---------- Net Cash Provided (Used) By Financing Activities (21,930) 7,798,686 ---------- ---------- Increase (Decrease)in Cash and Cash Equivalents (26,829) (8,709) Cash and cash equivalents - beginning of period 2,288,592 908,732 ---------- ---------- Cash and cash equivalents - end of period $2,261,763 $ 900,023 ========== ========== Supplemental Disclosures Cash paid for: Interest $862,833 $648,021 Income taxes 7,000 - -6- TRI-COUNTY BANCORP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 1997 (unaudited) NOTE 1 - BASIS OF PRESENTATION The unaudited condensed consolidated financial statements include the accounts of Tri-County Bancorp, Inc. (the "Company"), Tri-County Federal Savings Bank (formerly Tri-County Federal Savings and Loan Association) (the "Bank") and First Tri-County Services, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles for interim financial information and with instructions for Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all information and disclosures required by generally accepted accounting principles for complete financial statements. The accompanying consolidated financial statements do not purport to contain all the necessary financial disclosures required by generally accepted accounting principles that might otherwise be necessary in the circumstances and should be read together with the 1996 consolidated financial statements and notes thereto of Tri-County Bancorp, Inc. and Subsidiaries included in the Company's Annual Report on Form 10-KSB for the yearended December 31, 1996. However, all normal recurring adjustments have been made which, in the opinion of management, are necessary to the fair presentation of the financial statements. The results of operations for the three-month period ended March 31, 1997 are not necessarily indicative of the results which may be expected for the year ending December 31, 1997 or any other period. See Notes 2, 3 and 4. NOTE 2 - EARNINGS PER SHARE Earnings per share for the three months ended March 31, 1997 and 1996, are computed on a primary basis. Primary earnings per share is computed using the weighted average number of common shares outstanding, net of unallocated ESOP shares and the potentially dilutive effect of stock options. See Exhibit 11. NOTE 3 - INVESTMENTS Effective January 1, 1994, the Company adopted SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. In accordance with SFAS No. 115, the Company classified its investment securities and mortgage-backed securities as either "held-to-maturity," "available-for-sale," or "trading." Management has determined that all applicable securities are either "held-to- maturity" or "available-for-sale." -7- Investment and mortgage-backed securities designated as held-to-maturity are stated at cost adjusted for amortization of the related premiums and accretion of discounts, computed using the level yield method. The Company has the positive intent and ability to hold these securities to maturity. Investment and mortgage-backed securities designated as available-for-sale are stated at estimated market value. Unrealized gains and losses are aggregated and reported as a separate component of equity capital, net of deferred taxes. These securities are acquired with the intent to hold them to maturity, but they are available for disposal in the event of unforeseen liquidity needs. -8- PART I - FINANCIAL INFORMATION Item 2 - Management's Discussion and Analysis or Plan of Operation GENERAL Tri-County Bancorp, Inc. (the "Company") was incorporated on June 15, 1993, and is the holding company of Tri-County Federal Savings Bank (the "Bank"). On September 28, 1993, the Bank completed its conversion from a mutual savings and loan association to a stock form of ownership at which time the Company issued 747,500 shares of Common Stock and utilized a portion of the proceeds to acquire all of the issued shares of the Bank. The Company is headquartered in Torrington, Wyoming and its principal business currently consists of the operation of its wholly owned subsidiary, Tri-County Federal Savings Bank. The Bank's primary business is attracting retail deposits from the general public and investing those deposits and other borrowed funds in various loan products, including mortgage-backed and mortgage-related securities, federal agency securities and other investment securities. The Company's results of operations are dependent primarily on its net interest income, which is the difference between the interest earned on its assets, primarily its loans and securities portfolios, and its cost of funds, which consists of the interest paid on its deposits and borrowings. The Company's net income also is affected by its provision for loan losses as well as non- interest income, compensation and benefits, occupancy expenses, Federal deposit insurance premiums, other non-interest expenses, and income tax expense. Other non-interest expenses consist of real estate lending operations, legal expenses, accounting services and other miscellaneous costs. The earnings of the Company are significantly affected by general economic and competitive conditions, particularly changes in market interest rates, government policies and actions of regulatory authorities. CHANGES IN FINANCIAL CONDITION ASSETS The total assets of the Bank increased by $84,721 during the first quarter of 1997. Securities available-for-sale increased by $428,362 during the first quarter of 1997. A $1,000,000 security was purchased with funds borrowed from FHLB. This purchase was partially offset by principal payments and prepayments of $356,638 on mortgage-backed securities and an overall decrease in the market value of the portfolio of $226,051. Securities held-to-maturity decreased by $474,867. The decrease was the result of principal payments and prepayments on the Bank's portfolio of mortgage- backed securities. Loans receivable decreased $26,380 during the first quarter of 1997. During this period the Bank originated or purchased portfolio residential mortgage loans totaling $914,020, consumer loans totaling $519,814, and a short-term commercial loan in the amount of $155,700. By the end of the quarter, the Bank had received full repayment of the short-term commercial loan and repayments totaling $1,465,216 on other loans. Of the total mortgage loans originated or purchased during the quarter, $430,000 were adjustable rate and $484,000 were fixed rate loans. Because of a lack of demand for certain types of loans in the Bank's primary lending area, purchased or participation loans totaled 33.97% of mortgage lending during the quarter. The majority of purchased loans are -9- residential real estate loans in Colorado mountain-resort communities and non- residential real estate loans in western New Mexico. Purchased or participation loans are subjected to the same underwriting standards and loan terms as those originated by the Bank for its portfolio. LIABILITIES Deposit balances increased by $377,370 and consisted of increases of $34,356 and $654,271 in checking and savings deposits, respectively, and a decrease of $311,257 in time deposits. Advances from FHLB decreased by $361,875 during the three-month period ended March 31, 1997. As previously discussed, an advance totaling $1,000,000 was obtained to purchase securities classified as available-for-sale. The advance has a term of approximately one-year and was used to purchase a Federal Home Loan Bank callable security. The advance's maturity date coincides with the first call date of the security. The Bank was able to lock in a positive spread over the initial term of the advance. A decision to renew the advance and hold the security if not called, or sell the security and payoff the advance will be made on or near the maturity date of the advance. Deferred income taxes decreased by $93,858 during the first three months of 1997 and was mainly the result of the application of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, which requires unrealized gains and losses on available-for-sale securities to be reported, net of deferred income taxes, as a separate component of stockholders' equity. The market value of these securities decreased $226,031 during the period, which resulted in a decrease in deferred income taxes. Also, legislation was passed in August of 1996 which requires the Bank to establish tax reserves for bad debts and compute additions thereto using a six-year moving average of the Bank's actual loss experience (the "Experience Method"). The additions to the tax reserves computed using the Experience Method can, within specified limitations, be deducted in arriving at taxable income. However, the Bank had established reserves for loan losses totaling $415,000 at March 31, 1997, which will be charged with any subsequent loan losses. Therefore, the Bank will have a difference in the treatment of loan losses for book and tax purposes and a deferred tax asset is being established for this difference. STOCKHOLDERS' EQUITY The increase in additional paid-in capital of $12,260 was caused by the application of an accounting standard which requires charging current expense for the fair value of shares of stock committed to be released by the Bank's Employee Stock Ownership Plan and crediting the difference between the fair value and the cost of the shares to paid-in capital. The increase in retained earnings was the result of net earnings totaling $228,938 which more than offset the decrease in retained earnings caused by the payments of dividends of $0.15 per share totaling $91,312. As discussed earlier, SFAS No. 115 requires unrealized gains and losses on securities classified available-for-sale to be shown as a separate component of stockholders' equity in an amount net of deferred income taxes. The market value of securities classified as available-for-sale decreased during the first three months of 1997, which resulted in a decrease, net of deferred income tax, of $149,193. -10- COMPARISON OF THE OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 NET INCOME Net income increased $71,146 or 45.09% during the first quarter of 1997 when compared to the same period of 1996. Net interest income increased by $82,468, non-interest income increased by $6,947 and non-interest expense decreased by $17,883. The provision for income taxes increased by $36,152 or 45.70%. INTEREST INCOME Interest income from loans increased $160,477 or 27.76% for the quarter ended March 31, 1997 as compared to the same period in 1996. The increase was the result of an increase in the average balance of loans outstanding of $7,293,654 and a slight increase in yield on the loans from 8.20% to 8.23%. The increase in yield was primarily the result of the slight increase in average lending rates during 1997 when compared to the average rates in the previous year. The increase of $203,016 in interest on securities available-for-sale was the result of an increase in the average balance of securities of $13,052,987 which offset a slight decrease in the average yield on the portfolio from 6.34% to 6.30%. Interest on securities held-to-maturity decreased $90,611, which was caused by a decrease in the average balance of the portfolio of $6,180,321, which offset an increase in the yield on the portfolio from 7.15% to 7.45%. The increase in yield was the result of the maturity of securities, which, on average, had a lower yield than the yield on the entire portfolio. The proceeds of the maturities were used to fund loans and purchase available for sale securities. The increase in income from other interest-earning assets of $2,030 was primarily caused by an increase in the average balance of these assets. This category of assets consists primarily of interest earning demand and time deposits held at FHLB. INTEREST EXPENSE Interest expense on deposits increased $18,210 during the first three months of 1997. This increase was the result of an increase of $3,163,334 in the average balance of deposits which more than offset the slight decrease in the average cost of deposits from 4.66% to 4.55%. The Bank took advantage of a relatively inexpensive source of funding available through the FHLB to purchase financial instruments that yield a slightly higher return than the rate charged on advances. The average balance of these borrowings was $12,103,667 greater during the first quarter of 1997 than during the first quarter of 1996 and the average cost increased 5.07% to 5.42%, which resulted in an increase of $174,234 in interest expense. The cost of advances taken or renewed after the first quarter of 1996 was generally higher than the costs for the same period of the previous year. PROVISION FOR LOAN LOSSES No provision for loan losses was made during the first three months of 1997. The allowance for loan losses is based on Management's evaluation of the risk inherent in its loan portfolio after giving due consideration to the changes in general market conditions and in the nature and volume of the Bank's loan activity. The Bank intends to continue to provide for loan losses based on its periodic review of the loan portfolio and general market conditions. The allowance for loan losses amounted to $415,000 at March 31, 1997. While the -11- Bank maintains its allowance for loan losses at a level which it considers adequate to provide for potential losses, there can be no assurances that further additions will not be made to the loss allowance and that such losses will not exceed the estimated amounts. NON-INTEREST INCOME Non-interest income increased $6,947 or 19.49% during the first quarter of 1997. The increase in the gain on sale of loans was the result of an increase in the dollar amount of loans sold. During the previous year, shares in a mutual fund were redeemed at a $1,591 loss whereas there have been no redemptions during the current year. The increase in service charges on deposits was primarily caused by an increase in the number of accounts subject to service charges. Other non-interest income decreased by $1,636 and was caused by many factors. NON-INTEREST EXPENSE Overall, non-interest expense decreased $17,883 during 1997. Compensation and benefits increased by $9,411 in 1997 and was primarily caused by an increase in medical insurance costs and an increase in overall salaries. Occupancy and equipment expense increased $3,043 and was primarily caused by an increase in data processing costs. The Bank paid an annualized assessment for deposit insurance equal to $0.65 per $1,000 in deposits for the first quarter of 1997 which was $18,339 less than the amount paid for the first quarter of 1996. This decrease was due to legislation passed in the third quarter of 1996 which significantly reduced premiums for deposit insurance. Other net expenses decreased by $18,339 and was primarily the result of the discontinuance of a consulting agreement that provided an analysis of the Bank's balance sheet and advice on possible restructuring strategies and the decrease in legal fees incurred in the previous year for services to enhance shareholder value. INCOME TAXES The provision for income taxes increased $36,152 for the quarter ended March 31, 1997. This increase was caused primarily by an increase in pre-tax income of $107,298. Also, because the Bank had established reserves for loan losses which will be charged with any subsequent loan losses and because the Bank will be allowed a deduction for losses incurred on loans foreclosed after December 31, 1995 for tax purposes, the Bank will have a difference in the treatment of loan losses for tax and financial purposes. As previously stated, a deferred tax asset is being established by the Bank and the effect of this change in the first quarter of 1997 was a reduction in the expense for income taxes totaling $17,600 which offset an additional accrual of tax for the year ended December 31, 1996 in the amount of $12,952. LIQUIDITY AND CAPITAL RESOURCES The Bank is required to maintain minimum levels of liquid assets as defined by the Office of Thrift Supervision regulations. This requirement, which may vary from time to time, depends upon, among other things, economic conditions and the amount of cash flows needed for operations and is based upon a percentage of deposits and short-term borrowings. The required ratio currently is 5%. The Bank's liquidity averaged 31.85% during the first quarter of 1997. -12- The Bank adjusts its liquidity levels in order to meet funding needs for deposit outflows, payment of real estate taxes from escrow accounts on mortgage loans, repayment of borrowings, when applicable, and loan funding commitments. The Bank also adjusts its liquidity level as appropriate to meet its asset/ liability objectives. The Bank's primary sources of funds are deposits, amortization and prepayments of loans and mortgage-backed securities, FHLB advances, sales and maturities of investments and funds provided from operations. While scheduled loan amortization and maturing investment securities are a relatively predictable source of funds, deposit flow and loan prepayments are greatly influenced by market interest rates, economic conditions and competition. The Bank manages the pricing of its deposits to maintain a steady deposit balance. In addition, the Bank invests its excess funds in short- term time deposits that provide liquidity to meet lending requirements. Interest-bearing deposits at March 31, 1997 amounted to $1,376,232. The Bank's liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities. These activities are summarized as follows: 3 Months Ended March 31, (in thousands) 1997 1996 ---------- ---------- Cash and cash equivalents at beginning of year $2,289 $ 909 ---------- ---------- OPERATING ACTIVITIES: Net Income 229 158 Adjustments to reconcile net income to net cash provided by operation activities (61) 26 ---------- ---------- Net cash provided by operating activities 168 184 Net cash provided (used) by investing activities (173) (7,992) Net cash provided (used) by financing activities (22) 7,799 ---------- ---------- Net increase (decrease) in cash and cash equivalents (27) (9) ---------- ---------- Cash and cash equivalents at end of period $ 2,262 $ 900 ========== ========== Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in short-term investments such as Federal funds and interest-bearing deposits. If the Bank requires funds beyond its ability to generate them internally, borrowing agreements exist with the FHLB, which provides an additional source of funds. The Bank anticipates it will have sufficient funds available to meet its current loan commitments. At March 31, 1997, the Bank had outstanding commitments of $2,364,885. Certificates of deposit scheduled to mature in one year or less at March 31, 1997 totaled $29,410,902. Based on past experience, management believes that a substantial portion of such deposits will remain with the Bank. The following table sets forth the Bank's capital position at March 31, 1997, as compared to the minimum regulatory requirements: -13- Percent Of Adjusted Amount Assets (Dollars in thousands) TANGIBLE CAPITAL: Required $ 1,272 1.50% Actual 10,737 12.61% ---------- ---------- Excess $ 9,465 11.11% ========== ========== CORE CAPITAL: Required $ 2,543 3.00% Actual 10,737 12.61% ---------- ---------- Excess $ 8.194 9.57% ========== ========== RISK BASED CAPITAL: Required $ 2,614 8.00% Actual 11,146 34.11% ---------- ---------- Excess $ 8,532 26.11% ========== ========== IMPACT OF INFLATION AND CHANGING PRICES The consolidated financial statements of the Company and notes thereto, presented elsewhere herein, have been prepared in accordance with generally accepted accounting principles ("GAAP"), which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of the Company's operations. Unlike most industrial companies, nearly all the assets and liabilities of the Company are financial. As a result, interest rates have a greater impact on the Company's performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services. -14- PART II - OTHER INFORMATION Item 1. Legal Proceedings Neither the Company nor the Bank was engaged in any legal proceeding of a material nature at March 31, 1997. From time to time, the Bank is a party to legal proceedings in the ordinary course of business wherein it enforces its security interest in loans. Item 2. Changes in Securities Not Applicable. Item 3. Defaults Upon Senior Securities Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders Not Applicable. Item 5. Other Information Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 11: Statement regarding computation of earnings per share. Exhibit 27: FDS (in electronic filing only) (b) Reports on Form 8-K None -15- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRI-COUNTY BANCORP, INC. AND SUBSIDIARIES Date: May 12, 1996 /s/ Robert L. Savage President and Chief Executive Officer Date: May 12, 1996 /s/ Tommy A. Gardner Vice President and Chief Financial Officer -16-